SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / Preliminary Proxy Statement
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/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
SHIRE PHARMACEUTICALS GROUP PLC
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SHIRE PHARMACEUTICALS GROUP PLC
HAMPSHIRE INTERNATIONAL BUSINESS PARK
CHINEHAM, BASINGSTOKE
HAMPSHIRE RG24 8EP ENGLAND
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual General Meeting of Shire
Pharmaceuticals Group plc will be held at the offices of West LB Panmure Limited
at 35 New Broad Street, London EC2M 1SQ, England on 5 June 2001 at 11.00 a.m.
for the purposes of considering and, if thought fit, passing the following
resolutions, which will be proposed as ordinary resolutions:
ORDINARY BUSINESS
1. To receive and consider the directors' Report and Accounts for the year
ended 31 December 2000.
2. To reappoint Arthur Andersen as Auditors and authorize the directors to fix
their remuneration.
3. To re-elect Mr Angus Russell as Director.
4. To re-elect Dr Wilson Totten as Director.
5. To re-elect Dr Bernard Canavan as Director.
6. Conditional on completion of the Company's merger with BioChem Pharma Inc.,
to elect Dr Francesco Bellini as Director.
7. Conditional on completion of the Company's merger with BioChem Pharma Inc.,
to elect the Hon James Andrews Grant as Director.
8. Conditional on completion of the Company's merger with BioChem Pharma Inc.,
to elect Mr Gerard Veilleux as Director.
SPECIAL BUSINESS
9. That options may be granted under the Shire Pharmaceuticals Group plc 2000
Executive Share Option Scheme subject to satisfaction of performance
conditions prior to and not subsequent to grant as more particularly
described in the Chairman's Letter to shareholders dated 27 April 2001.
By Order of the Board
Angus C. Russell
Secretary
27 April 2001
Registered office:
Hampshire International
Business Park
Chineham
Basingstoke
Hampshire
RG24 8EP
NOTES
1. A member entitled to attend and vote may appoint one or more proxies to
attend and, on a poll, vote instead of him/her. A proxy need not also be a
member. The appointment of a proxy will not preclude a member of the Company
from attending and voting in person at the meeting if he or she so desires.
2. A form of proxy is enclosed for holders of ordinary shares in the Company.
To be valid the form of proxy (and the power of attorney or other authority,
if any, under which it is signed or a notarially certified copy of such
authority) must reach the Registrar, Lloyds TSB Registrars, The Causeway,
Worthing, West Sussex, BN99 6ZL not later than 11.00 a.m. on 3 June 2001 (or
48 hours before any adjournment of the meeting). A separate instruction card
for holders of American Depositary Receipts of the Company to give
instructions to the depositary for the American Depositary Receipts is being
provided to such holders.
3. The Company, pursuant to Regulation 34 of the Uncertificated Securities
Regulations 1995, specifies that only those shareholders registered in the
register of members of the Company as at 6.00 p.m. on 3 June 2001 (or, in
the case of adjournment, as at 6.00 p.m. on the date two days preceding the
date of the adjourned meeting) shall be entitled to attend and vote at the
meeting in respect of the number of shares registered in their name at that
time. Changes to entries on the register after such time will be disregarded
in determining the right of any person to attend and/or vote at the meeting.
4. There will be available for inspection at the Company's registered office at
Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24
8EP during normal business hours on any week day (excluding Saturdays,
Sundays and public holidays) from the date of this notice until the date of
the Annual General Meeting and at the meeting from 10.45 a.m. until the
close of the meeting:
- copies of the service contracts of the directors with the Company;
- the register of directors' share interests;
- copies of the existing Articles of Association;
- the rules of the Shire Pharmaceuticals Group plc 2000 Executive Share
Option Scheme; and
- the rules of the Shire Pharmaceuticals Group plc Long Term Incentive Plan.
SHIRE PHARMACEUTICALS GROUP PLC
HAMPSHIRE INTERNATIONAL BUSINESS PARK
CHINEHAM, BASINGSTOKE
HAMPSHIRE RG24 8EP
PROXY STATEMENT FOR THE
2001 ANNUAL GENERAL MEETING OF SHAREHOLDERS
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The letter from the Chairman of the Company (the "Chairman's Letter"), the
reasons for the resolutions and the Notice of Annual General Meeting, each
prepared in accordance with English practice, accompany this proxy statement and
are incorporated by reference herein.
SOLICITATION AND REVOCATION OF PROXIES
The Board of Directors of Shire Pharmaceuticals Group plc (the "Company") is
soliciting the accompanying proxy for use at the Annual General Meeting of
Shareholders (the "Meeting") to be held on 5 June 2001 at the offices of West LB
Panmure Limited at New Broad Street House, 35 New Broad Street, London EC2M 1SQ,
England. If a proxy is received before the Meeting, as indicated below, the
shares represented by it will, on a poll, be voted unless the proxy is revoked
by written notice prior to the Meeting. If matters other than those set forth in
the accompanying Notice of Annual General Meeting are presented at the Meeting
for action, the proxy holders will vote the proxies as they think fit. The
approximate date on which a definitive proxy statement and the accompanying
proxy will first be mailed to shareholders is 27 April 2001.
SHAREHOLDERS ENTITLED TO VOTE AND SHARES OUTSTANDING
Only shareholders of record at the close of business on 3 June 2001 will be
entitled to vote at the Meeting. As of 24 April 2001 there were 258,031,902
Ordinary Shares of the Company, nominal value 5p (the "Ordinary Shares"),
outstanding and entitled to vote at the Annual General Meeting. Of these shares
26,384,010 were held in the name of Guaranty Nominees Limited, as nominee for
Morgan Guaranty Trust Company of New York, as depositary (the "Depositary"),
which issues Company-sponsored American Depositary Receipts ("ADRs") evidencing
American Depositary Shares which, in turn, each represent three Ordinary Shares.
Each registered holder of Ordinary Shares present in person at the Meeting
is entitled to one vote on a show of hands, and every holder present in person
or by proxy shall, upon a poll, have one vote for each Ordinary Share held by
such holder. In the event that the proxy card is executed but does not indicate
by marking a vote "FOR", "AGAINST" or "ABSTAIN," the proxy may vote or abstain
at his discretion. An abstention and a "broker non-vote" are counted only for
purposes of determining the presence of a quorum at the Meeting. "Broker
non-votes" are votes that brokers holding shares of record for their customers
(I.E., in "street name") are not permitted to cast under applicable regulations
because the brokers have not received clear voting instructions from their
customers.
A member entitled to attend and vote may appoint one or more proxies to
attend and, on a poll, vote instead of him. A proxy need not also be a member.
The appointment of a proxy will not preclude a member of the Company from
attending and voting in person at the meeting if he or she so desires.
Proxy voting cards from holders of Ordinary Shares must be received by the
Registrar not later than 11:00 A.M. on 3 June 2001 (or not less than forty-eight
hours before any adjournment of the Meeting).
A Deposit Agreement exists between Morgan Guaranty Trust Company and the
holders of ADRs pursuant to which holders of ADRs are entitled to instruct the
Depositary as to the exercise of voting rights pertaining to the Ordinary Shares
so represented. The Depositary has agreed it will endeavor, insofar as
practicable, to vote (in person or by delivery to the Company of a proxy) the
Ordinary Shares registered in its name in accordance with the instructions of
the ADR holders. Instructions from
the ADR holders should be sent to the Depositary so that the instructions are
received by no later than 3:00 P.M. New York City time on 30 May 2001.
Any holder of ADRs giving instructions to the Depositary has the power to
revoke the instructions by delivery of notice to the Depositary at Morgan
Guaranty Trust Company of New York, Depositary, P.O. Box 9383, Boston, MA
02205-9958 at any time so that the Depositary receives, by no later than
3:00 P.M. New York City time on 30 May 2001, duly executed instructions bearing
a later date or time than the date or time of the instructions being revoked.
The cost of soliciting proxies in the form enclosed will be borne by the
Company. In addition to the solicitation by mail, proxies may be solicited
personally, or by telephone, or by employees of the Company. The Company may
reimburse brokers, custodians, nominees, the Depositary and other recordholders
of the Company's Ordinary Shares or ADRs for their expenses in sending proxy
material to the beneficial owners of such Ordinary Shares or ADRs.
Shareholders may obtain copies of the Company's Annual Report on Form 10-K
as filed with the Securities and Exchange Commission without charge by writing
to the Company at Hampshire International Business Park, Chineham, Basingstoke,
Hampshire RG24 8EP England, attention Company Secretary.
Resolutions 1 to 8 represent the business of the Company which is commonly
transacted at annual general meetings. Resolution 9 relates to the Shire
Pharmaceuticals Group plc 2000 Executive Share Option Scheme. Resolutions 1 to 9
will all be proposed as ordinary resolutions. Ordinary resolutions require
approval by a 50% plus vote of shareholders.
SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL GENERAL MEETING
The Company will, in future proxy statements, include shareholder proposals
complying with the applicable rules of the U.S. Securities and Exchange
Commission and any applicable U.S. state laws. In order for a proposal by a
shareholder to be included in the proxy statement relating to the Annual General
Meeting of shareholders to be held in 2002, that proposal must be received in
writing by the Secretary of the Company at the Company's principal executive
office no later than 2 January 2002. This requirement is without prejudice to
shareholders' rights under the U.K. Companies Act 1985 to propose resolutions
that may properly be considered at that meeting.
RESOLUTION 1. DIRECTORS' REPORT AND ACCOUNTS
Under English law, each company is required to present at a shareholders'
meeting copies of the company's audited annual financial statements, a report of
the directors and the report of the auditors on those financial statements.
Shareholders are being asked to adopt the financial statements. Adoption merely
means that the shareholders acknowledge that the financial statements have been
distributed and presented at the meeting; it does not in anyway waive or limit
any rights shareholders may have with respect to the financial statements.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE
FINANCIAL STATEMENTS.
RESOLUTION 2. REAPPOINTMENT OF AUDITORS
The Board of Directors recommends that its appointment of the firm of Arthur
Andersen as the auditors of the Company for the fiscal year ended December 31,
2001, be approved and that the Board be given the authority to determine their
remuneration. Arthur Andersen has served as the Company's independent auditors
since January 1994. The Company is advised that no member of Arthur Andersen has
any direct financial interest or material indirect financial interest in the
Company or any of its subsidiaries or, during the past three years, has had any
connection with the Company or any of its
2
subsidiaries in the capacity of promoter, underwriter, voting trustee, director,
officer or employee. A representative of such firm is expected to be present at
the meeting, will be available to answer questions and will be afforded an
opportunity to make a statement if he or she so desires.
AUDIT FEES
The aggregate fees billed for professional services rendered for the audit
of the Company's annual financial statement for the fiscal year ended
December 31, 2000 and for the reviews of the financial statements included in
the Company's Quarterly Reports on Form 10-Q for that fiscal year were $530,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Arthur Andersen did not render professional services relating to financial
information systems design and implementation for the fiscal year ended
December 31, 2000.
ALL OTHER FEES
The aggregate fees billed by Arthur Andersen for services rendered to the
Company, other than the services described above under "Audit Fees" for the
fiscal year ended December 31, 2000, were $2,110,000. The vast majority of these
fees relate to corporate and employee related tax matters.
The Audit Committee considered whether the provision of services described
above under "All Other Fees" is compatible with maintaining Arthur Andersen's
independence.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
APPOINTMENT OF ARTHUR ANDERSEN AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE
YEAR 2001.
RESOLUTIONS 3 TO 8. ELECTION AND RE-ELECTION OF DIRECTORS
The Company currently has ten Directors.
NAME AGE POSITION
- ---- -------- --------
Dr. James Cavanaugh....................... 63 Non-Executive Chairman
Rolf Stahel............................... 56 Chief Executive
Angus Russell............................. 44 Group Finance Director
Dr. Wilson Totten......................... 45 Group Research and Development Director
Dr. Barry Price........................... 57 Senior Non-Executive Director
Dr. Bernard Canavan....................... 65 Non-Executive Director
Dr. Zola Horovitz......................... 66 Non-Executive Director
Ronald Nordmann........................... 59 Non-Executive Director
Joseph Smith.............................. 62 Non-Executive Director
John Spitznagel........................... 59 Non-Executive Director
The Articles of Association of the Company provide that one-third of the
Directors who are subject to retirement by rotation, or if their number is not
three or a multiple of three, then the number nearest to but not exceeding
one-third shall retire at the Meeting. The Directors to retire by rotation at
the Meeting include, so far as necessary to obtain the number required, first, a
director who
3
wishes to retire and not offer himself for reappointment, and, second, those
Directors who have been longest in office since their last appointment or
reappointment.
The Articles of Association of the Company also allow the Board of Directors
of the Company to appoint a person who is willing to act as a Director. A
Director appointed in this way may, however, hold office only until the
dissolution of the next annual general meeting after his appointment unless he
is reappointed during the meeting.
In accordance with the Articles of Association, Mr Russell and Drs. Totten
and Canavan retire by rotation and offer themselves for re-election. Dr
Francesco Bellini, the Hon. James Andrews Grant and Mr Gerard Veilleux, who have
been appointed non-executive Directors conditional on completion of the merger
with BioChem Pharma Inc. ("BioChem"), will also offer themselves for election,
assuming that the Company's merger with BioChem has been completed by the
Meeting. Dr. Horovitz and Mssrs. Smith and Spitznagel have tendered their
resignations conditional on the completion of the merger with BioChem.
INFORMATION WITH RESPECT TO NOMINEES
The following information sets forth the name and age of each nominee, all
other positions or offices, if any, now held by him with the Company and his
principal occupation during the past five years.
ANGUS RUSSELL, 44, joined the Company in December 1999 as Group Finance
Director. He previously worked for Zeneca Group PLC as Group Treasurer from 1995
until April 1999 and as Vice President of Corporate Finance of AstraZeneca PLC
from April 1999 through December 1999. Mr. Russell is a chartered accountant,
having qualified with Coopers & Lybrand and is a member of the Association of
Corporate Treasurers.
DR. WILSON TOTTEN, 45, joined the Company as Group R&D Director in
January 1998 and joined the Board in January 1999. Dr. Totten is a medical
doctor. His last position was Vice President of Clinical Research & Development
with Astra Charnwood where he served from 1995 to 1997.
DR. FRANCESCO BELLINI, 53, was a co-founder of BioChem and has served as its
President and Chief Executive Officer since September 1986 and as Chairman of
the Board since May 2000. Dr. Bellini is a director of Molson Inc., Industrial
Alliance Life Insurance Co. and Fonds de recherche de l'Institut de Cardiologie
de Montreal.
DR. BERNARD CANAVAN, 65, joined the Board as a non-executive Director in
March 1999. Dr. Canavan is a medical doctor. He was employed by American Home
Products for over 25 years until he retired in January 1994. He was President of
that corporation from 1990 to 1994. Dr. Canavan is Chairman of the Audit
Committee.
THE HONORABLE JAMES A. GRANT, 63, has been a director of BioChem beginning
in 1986 and Lead Director beginning May 2000. He is a partner with the law firm
of Stikeman Elliott and has been with that firm since 1962. He is a director of
United Dominion Industries Ltd., CAE Industries Ltd. and Canadian Imperial Bank
of Commerce.
GERARD VEILLEUX, 58, has been a director of BioChem since July 1999. He has
been President of Power Communications Inc. and Vice-President of Power
Corporation of Canada, a diversified management and holding company, since
June 1994. Mr. Veilleux is additionally a member of the Board of Governors of
McGill University.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH
NOMINEE AS DIRECTOR NAMED ABOVE.
4
CONTINUING DIRECTORS
DR. JAMES CAVANAUGH, 63, joined the Board on March 24, 1997 and was
appointed as Non-executive Chairman with effect from May 11, 1999.
Dr. Cavanaugh is the President of HealthCare Ventures LLC. Formerly he was
President of SmithKline & French Laboratories, the U.S. pharmaceutical division
of SmithKline Beecham Corporation. Prior to that, he was President of SmithKline
Beecham Corporation's clinical laboratory business and, before that, President
of Allergan International. Prior to his industry experience, Dr. Cavanaugh
served as Deputy Assistant to the President of the U.S. for Health Affairs on
the White House Staff in Washington, D.C. He is a non-executive Director of
MedImmune, Inc. and Diversa Corporation. Dr. Cavanaugh is Chairman of the
Nomination Committee.
ROLF STAHEL, 56, joined the Group in March 1994 as Chief Executive from
Wellcome plc where he worked for 27 years. From April 1990 until February 1994,
he served as Director of Group Marketing reporting to the Chief Executive. A
business studies graduate of KSL Lucerne, Switzerland, he attended the 97th
Advanced Managers Program at Harvard Business School.
DR. BARRY PRICE, 57, joined the Board on January 24, 1996 having spent
28 years with Glaxo, holding a succession of key executive positions with Glaxo
Group Research. He is the Chairman of Antisoma plc and a director of Pharmagene
plc. Dr. Price is Chairman of the Remuneration Committee.
DR. ZOLA HOROVITZ, 66, has served as a non-executive Director since
December 1999. Dr. Horovitz has been self-employed as a consultant in the
biotechnology and pharmaceutical industries since 1994. Previously he held
various positions at Squibb Corporation and its successor corporation,
Bristol-Myers Squibb & Co., including that of Vice President, Business
Development and Planning.
RONALD NORDMANN, 59, joined as a non-executive director in December 1999 and
has been a financial analyst in healthcare equities since 1971. From
September 1994 until January 2000, he was a portfolio manager and partner at
Deerfield Management.
JOSEPH SMITH, 62, has served as a non-executive director since
December 1999. From 1989 to 1997, Mr. Smith served in various positions at
Warner-Lambert Company, including President of Park-Davis Pharmaceuticals and
President of the Shaving Products Division (Schick and Wilkinson Sword).
JOHN SPITZNAGEL, 59, joined the Board in December 1999 following service as
President and Chief Executive Officer of Roberts Pharmaceutical Corporation
since September 1997. He was Executive Vice President-Worldwide Sales and
Marketing from March 1996 to September 1997, having served as President of Reed
and Carnick Pharmaceuticals from September 1990 until July 1995.
Executive Officers
The following table sets forth as of the date hereof the executive officers
of the Company.
NAME POSITION
- ---- --------
Rolf Stahel.................................. Chief Executive
Angus Russell................................ Group Finance Director
Dr. Wilson Totten............................ Group Research and Development Director
5
SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
Set forth in the following table is the beneficial ownership of Ordinary
Shares as of 24 April 2001 (both actual and after giving pro forma effect to the
merger with BioChem) for (i) each person (or group of affiliated persons) known
to the Company to be the beneficial owner of more than 5% of Ordinary Shares,
(ii) all current and proposed Directors, (iii) each of the Company's executive
officers, including the Company's Chief Executive and (iv) all current and
proposed Directors and executive officers as a group. Except as indicated by the
notes to the following table, the holders listed below have sole voting power
and investment power over the shares beneficially held by them. The address of
each of the Company's Directors and executive officers is that of the Company.
NUMBER OF
ORDINARY SHARES
BENEFICIALLY
NUMBER OF OWNED AS OF
ORDINARY SHARES 24 APRIL 2001,
BENEFICIALLY PERCENT OF PRO FORMA FOR PERCENT OF
OWNED AS OF OUTSTANDING THE MERGER WITH OUTSTANDING
NAME 24 APRIL 2001 SHARES BIOCHEM SHARES (2)
---- --------------- ----------- --------------- -----------
Putnam Investment Management, LLC & The
Putnam Advisory Company, Inc. 2 City
Center, 2nd Floor, Portland, ME
04101-6419(3)........................... 17,732,370 6.9% 17,732,370 3.6%
Dr. James Cavanaugh(4).................... 8,806,368(5) 3.4 8,806,368(5) 1.8
Rolf Stahel............................... 978,601 * 978,601 *
Angus Russell............................. -- * -- *
Dr. Wilson Totten......................... 150,000(6) * 150,000(6) *
Dr. Barry Price........................... 31,350 * 31,350 *
Dr. Bernard Canavan....................... 3,000 * 28,869(7) *
Dr. Zola Horovitz......................... 124,338(8) * 124,338(8) *
Ronald Nordmann........................... 46,968 * 46,968 *
Joseph Smith.............................. 203,320(9) * 203,320(9) *
John Spitznagel........................... 57,624 * 57,624 *
Dr. Francesco Bellini..................... -- * 13,758,451(10) 2.7
Hon. James Grant.......................... -- * 245,282(10) *
Gerard Veilleux........................... -- * 34,099(10) --
All Directors and Executive Officers as a
Group................................... 9,087,385 4.0% 24,079,988(11) 4.8%
- ------------------------
* Less than 1%
(1) For purposes of this table, a person or a group of persons is deemed to have
"beneficial ownership" as of a given date of any shares which that person
has the right to acquire within 60 days after that date. For purposes of
computing the percentage of outstanding shares held by each person or a
group of persons named above on a given date, any shares which that person
or persons has the right to acquire within 60 days after that date are
deemed to be outstanding, but are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person.
(2) Based on the 101,607,536 outstanding shares of BioChem as of 24 April 2001.
Assumes that all BioChem shares are exchanged for new ordinary shares and,
based on the closing price of the Company's ADSs of $46.51 (being the
closing price of an ADS on 17 April 2001), that such shares are exchanged at
a rate of 2.3517 new ordinary shares for each BioChem Share. Also assumes
that no BioChem options are exercised prior to or in connection with the
merger.
6
(3) Based solely on information provided to the Company by Putnam Investment
Management, LLC & The Putnam Advisory Company, Inc. on 3 January 2001.
(4) Dr. Cavanaugh is the President of HealthCare Ventures LLC, which is the
management company for a number of limited partnerships which have interests
in 8,690,090 Ordinary Shares. Dr. Cavanaugh is also a general partner in
these partnerships. 8,690,090 of the shares in which Dr. Cavanaugh is
expressed to be interested represent shares held by those partnerships and
not by Dr. Cavanaugh personally. The remaining 116,278 shares are held by
Dr. Cavanaugh as beneficial owner.
(5) Includes 964,774 ordinary shares issuable upon exercise of options.
(6) All of Dr. Totten's shares are issuable upon exercise of options.
(7) Dr. Canavan is interested in 11,000 BioChem shares. Based on the closing
price of the Company's ADSs of $46.51 (being the closing price of an ADS on
17 April 2001), Dr. Canavan's shares would be exchanged at a rate of 2.3517
new ordinary shares for each existing BioChem share.
(8) Includes 121,210 ordinary shares issuable upon exercise of options.
(9) Includes 78,200 ordinary shares issuable upon exercise of options.
(10) Dr. Bellini and Mssrs. Grant and Veilleux have been appointed as Directors
of the Company conditional on completion of the Company's merger with
BioChem. The figures for their interests assume that, based on the closing
price of the Company's ADSs of $46.51 (being the closing price of an ADS on
17 April 2001) and assuming each of them elects for new ordinary shares,
their shares would be exchanged at a rate of 2.3517 new ordinary shares for
each existing BioChem Pharma share they hold. The figure for their interests
include ordinary shares (7,055,100 for Dr. Bellini, 240,578 for Mr. Grant
and 34,099 for Mr. Veilleux) that would be issuable upon exercise of Shire
options received in exchange for their BioChem Pharma options based on the
2.3517 exchange ratio.
(11) This number does not include Dr. Horovitz and Mssrs. Smith and Spitznagel.
BOARD OF DIRECTORS' MEETINGS, COMMITTEES AND FEES
The Board of Directors held 10 meetings during 2000. Each incumbent director
attended at least 75% of the aggregate of the total number of meetings of the
Board of Directors and the total number of meetings held by all committees of
the Board of Directors on which the Director served during 2000 (including in
the case of each director for purposes of this calculation only such committee
and Board meetings as occurred after such Director commenced service on the
Board of Directors).
The Board of Directors has a standing Remuneration Committee, a standing
Audit Committee and a standing Nomination Committee. The membership of these
committees is determined from time to time by the Board.
The Remuneration Committee, which in 2000 consisted of Dr. Price as
Chairman, Drs. Cavanaugh and Canavan and Mr. Joseph Smith held 4 meetings during
2000. The Remuneration Committee meets regularly and acts within agreed terms of
reference. The Remuneration Committee reviews and authorizes salaries, bonuses
and other matters relating to compensation of the executive officers, including
the granting of options.
The Audit Committee, which consists of Dr. Canavan, as Chairman, Drs.
Cavanaugh and Price and Mr. Nordmann, held 4 meetings during 2000. In addition,
it has been our practice to provide detailed financial information at each
meeting of the Board of Directors. The principal functions of the Audit
Committee are to review the scope of the annual audit and the annual audit
report of the independent auditors, recommend the firm of independent auditors
to perform such audits, consider non-audit
7
functions proposed to be performed by the independent auditors, review the
functions performed by the internal audit staff, ascertain whether the
recommendations of auditors are satisfactorily implemented and recommend such
special studies or actions which the Committee deems desirable. A copy of the
Audit Committee Terms of Reference is attached hereto as Appendix A.
The Board has delegated responsibility to a Nomination Committee made up of
two non-executive Directors and one executive director. The Nomination Committee
consists of Dr. Cavanaugh as Chairman, Joseph Smith and Rolf Stahel. The
Nomination Committee intends to adopt formal and transparent procedures for such
appointments during the course of the year. The Nomination Committee will
consider suggestions regarding candidates for election to the Board submitted by
shareholders in writing to the Company Secretary. With regard to the Annual
General Meeting in 2002, any such suggestion must be received by the Company
Secretary no later than the date by which shareholder proposals for such Annual
General Meeting must be received as described above under the heading
"Stockholder proposals for the 2002 Annual General Meeting."
Our non-executive Directors receive L20,000 (approximately $30,000) on an
annual basis for their services save for Dr. Cavanaugh, who, as non-executive
Chairman, received remuneration of L35,000 (approximately $53,000) for 2000. We
reimburse non-executive Directors for out-of-pocket travel expenditures relating
to their service on the Board.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and Directors and persons who own more than 10% of a registered class
of our equity securities to file initial reports of ownership and changes in
ownership with the SEC and to furnish copies of these reports to the Company. To
the Company's knowledge, based solely on a review of the copies of such reports
furnished to us and representations that no other reports were required, the
Company believes that all persons subject to the reporting requirements of
Section 16(a) filed the required reports on a timely basis during the year ended
December 31, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April 1999 Roberts Pharmaceutical Corporation made a loan in the sum of
$283,000 to Mr. Spitznagel. The loan was unsecured and bore interest at the rate
of 4.15%, per annum. 10% of the principal outstanding plus accrued interest was
repayable on each of the first four anniversaries of the loan and the balance of
principal plus accrued interest is repayable on the fifth anniversary of the
loan. Mr. Spitznagel repaid the full outstanding balance of the loan on
March 29, 2000.
Mr. Spitznagel entered into a consultancy agreement with the Company in
December 1999, which provided that:
i. if he has good reason, as defined in his service agreement with Roberts,
to terminate his employment with Roberts under his service agreement,
the Company will cause Roberts to provide him with the payments and
benefits he is entitled to upon a "good reason' termination;
ii. Mr. Spitznagel would provide consulting services to the Company for at
least 42 months following the merger with Roberts, unless
Mr. Spitznagel terminates the consultancy agreement prior to the end of
the 42nd month; and
iii. the Company would pay Mr. Spitznagel at the rate of $400,000 per annum
for his consulting services, $150,000 per annum as an office holder,
$250,000 per annum to comply with certain restrictive covenants
contained therein and $150,000 per annum to be used for tax, financial
and estate planning advice, life insurance and health insurance.
8
EXECUTIVE COMPENSATION
The following table sets forth, for 2000, 1999 and 1998, the compensation of
the executive officers of the Company.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
--------------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND POSITION(1) YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- -------------------- -------- -------- -------- ------------ ------------ ------------
Rolf Stahel......................... 2000 $575,000 $316,000 -- -- $ 80,000(2)
Chief Executive 1999 $486,000 $195,000 -- -- $ 69,000
1998 $405,000 $191,000 -- -- $ 60,000
Angus Russell....................... 2000 $272,000 $136,000 -- -- $ 48,000(3)
Group Finance 1999 $ 17,000 -- -- -- $ 2,000
Director
Wilson Totten....................... 2000 $303,000 $151,000 -- -- $ 33,000(4)
Group Research and 1999 $230,000 $ 92,000 -- -- $ 39,000
Development Director
- ------------------------
(1) In addition to the Chief Executive, the Company has only two other executive
officers.
(2) Mr. Stahel's other compensation consists of Company pension contributions
and other benefits provided.
(3) Mr. Russell's other compensation consists of Company pension contributions
and other benefits provided.
(4) Dr. Totten's other compensation consists of Company pension contributions
and other benefits provided.
9
The following table sets forth information with respect to grants of stock
options to each of the executive officers during the year ended December 31,
2000.
OPTION GRANTS IN 2000
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL
NUMBER OF PERCENTAGE OF RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE EXPIRATION --------------------
NAME GRANTED FISCAL 2000 PER SHARE DATE 5% 10%
- ---- ---------- ------------- --------- ---------- -------- ---------
Rolf Stahel........................ 54,189 2.1 16.224(2) 02/28/2007 339,000 789,000
32,241 1.3 19.124(3) 08/02/2007 267,000 621,000
Angus Russell...................... 6,422 * 16.224(2) 02/28/2007 40,000 94,000
Dr. Wilson Totten.................. 16,995 * 16.224(2) 02/28/2007 106,000 247,000
63,242 2.5 19.124(3) 08/02/2007 492,000 1,147,000
*Less than 1%.
- ------------------------
(1) The potential realizable value uses the hypothetical rates specified by the
SEC and is not intended to forecast future appreciation, if any, of the
Company's stock price. The Company did not use an alternative formula for
this valuation as the Company is not aware of any formula which will
determine with reasonable accuracy a present value based on future unknown
or volatile factors. In fact, the Company disavows the ability of this or
any other valuation model to predict or estimate the Company's future stock
price or to place a reasonably accurate present value on the stock options
because all models depend on assumptions about the stock's future price
movement, which is unknown. The value indicated is a net amount, as the
aggregate exercise price, translated at the rate of exchange at
December 31, 2000, has been deducted from the final appreciated value.
(2) The exercise price was L10.275 per share and has been translated at the rate
of exchange at the date of grant of $1.579: L1.00.
(3) The exercise price was L12.80 per share and has been translated at the rate
of exchange at the date of grant of $1.494: L1.00.
The following table sets forth information with respect to each of the
executive officers concerning the value of all exercised and unexercised stock
options of such individuals at December 31, 2000. Aggregated Option/SAR
Exercises in Last Fiscal Year and FY-End Option/SAR Values
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
Rolf Stahel....................... -- -- 882,856 180,205 12,202,000 1,029,000
Angus Russell..................... -- -- -- 58,393 -- 261,000
Dr. Wilson Totten................. -- -- -- 256,376 -- 1,834,000
- ------------------------
(1) The value of unexercised in-the-money options is a net amount, as the
aggregate exercise price, translated at the rate of exchange at
December 31, 2001, has been deducted from the unexercised value.
10
EMPLOYMENT AGREEMENTS
The Company entered into an employment contract with Mr. Stahel on
October 21, 1996 which is terminable by either party on the giving of
12 months' notice. In connection with such agreement Mr. Stahel was paid a
salary of $575,000 for the year ended December 31, 2000 and is entitled to a
discretionary bonus of up to 55% of such salary as determined by the
Remuneration Committee on a yearly basis.
The Company entered into an employment contract with Mr. Russell on
October 29, 2000 which is terminable by either party on the giving of
12 months' notice. In connection with such agreement Mr. Russell was paid a
salary of $272,000 for the year ended December 31, 2000 and is entitled to a
discretionary bonus of up to 50% of such salary as determined by the
Remuneration Committee on a yearly basis.
The Company entered into an employment contract with Dr. Totten on
December 30, 1998 which is terminable by either party on the giving of
12 months' notice. In connection with such agreement Dr. Totten was paid a
salary of $303,000 for the year ended December 31, 2000 and is entitled to a
discretionary bonus of up to 50% of such salary as determined by the
Remuneration Committee on a yearly basis.
REPORT OF THE REMUNERATION COMMITTEE ON EXECUTIVE COMPENSATION
REMUNERATION POLICY
The Remuneration Committee's policy on the remuneration of executive
officers is directed at the retention and motivation of executive officers by
ensuring that their remuneration is competitive with companies within the sector
of emerging pharmaceutical companies, taking into account the interests of the
shareholders.
In developing remuneration policy and fixing remuneration, consideration is
given to the salary data of Directors of comparable companies of a similar size
in industry generally and, more specifically, in the emerging pharmaceuticals
sector. The Chief Executive also advises the Remuneration Committee on other
executive remuneration and on individual performance. External agencies are also
used to advise on levels of remuneration as appropriate. No Director is involved
in determining his own remuneration. The procedures and criteria for determining
remuneration policy are regularly reviewed by the Remuneration Committee.
ANNUAL BONUSES
The annual bonuses payable to executive officers are established on the
basis of objectives for the Company and personal objectives. They include
measurable and quantitative criteria related to financial performance. For the
year ended December 31, 2000, these included revenue and earnings targets. The
maximum annual bonus for each executive officer for the year ended December 31,
2000, was 55% of salary in respect of Mr. Stahel, 50% of salary in respect of
Mr. Russell and 50% of salary in respect of Dr. Totten.
SHARE OPTIONS
Share options are granted to executive officers as an incentive. The grant
of options is wholly discretionary. In granting share options, the Remuneration
Committee takes into account the advice and recommendations of the Chief
Executive and individual salary levels and positions within the Company.
11
RETIREMENT BENEFITS
The Company contributes 10% of salary to the personal pension of the
executive officers.
LONG-TERM INCENTIVE PLAN
The Long-Term Incentive Plan was adopted at the general meeting on June 30,
1998. Under this plan, the Company may at any time, with the approval of the
Remuneration Committee, grant, or request that trustees grant, an award to any
full-time employee of any member of the Company.
An award may be made to any full-time employee (including a Director who is
also such an employee) of the Company on the terms set out in the plan and upon
such other terms as the Board (or a committee appointed by the Board) may
specify, provided that no award may be granted to an employee who is within two
years of his or her contractual retirement age.
COMPENSATION OF THE CHIEF EXECUTIVE
The Remuneration Committee's policy on remuneration applies in all respects
to the Chief Executive, Mr. Stahel. Mr. Stahel's base salary of $575,000 for
2000 was based on the Company's need to retain and motivate its executive
directors. In developing remuneration policy and fixing remuneration,
consideration is given to salary data of directors of comparable companies of a
similar size in industry generally and, more specifically in the emerging
Pharmaceuticals Sector. Mr. Stahel was awarded a $316,000 bonus for the year
ended December 31, 2000 in connection with his individual performance and the
performance of the Company as a whole.
Dr. Barry Price, Chairman
Dr. James Cavanaugh
Dr. Bernard Canavan
Joseph Smith
12
PERFORMANCE GRAPH
The following graph compares the performance of the Company's Ordinary
Shares to the S&P 500 Index and the Nasdaq Biotechnology Index for the dates
indicated.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
15/2/96 TO 31/12/96 12/31/97 12/31/98 12/31/99 12/31/00
Shire 136 164 221 353 603
SP 500 Index 113 148 188 224 199
Nasdaq Biotech 94 94 136 274 125
Comparison of Cumulative Total Return of $100 invested on February 15,
1996(1) in Shire Ordinary Shares, the S&P 500 Index and the Nasdaq Biotechnology
Index.
2/15/96
TO
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------- -------- -------- -------- --------
Shire.............................. $136 $164 $221 $353 $603
S&P 500 Index...................... $113 $148 $188 $224 $199
Nasdaq Biotechology Index.......... $ 94 $ 94 $136 $274 $125
- ------------------------
1 The Company's Ordinary Shares began trading on the London Stock Exchange on
February 15, 1996.
13
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board has reviewed and discussed the Company's
audited financial statements with the management of the Company. The Audit
Committee has discussed with Arthur Andersen, the Company's independent
auditors, the matters required to be discussed by Statement on Auditing
Standards 61. The Audit Committee also has received the written disclosures and
the letter from the independent accountants required by Independence Standards
Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees) and has discussed with Arthur Andersen the
independence of such independent accounting firm. The Committee has also
considered whether the independent auditors' provision of information technology
and other non-audit services to the Company is compatible with the auditors'
independence.
Based on its review and discussions referred to in the preceding paragraph,
the Audit Committee recommended to the Board that the audited financial
statements for the fiscal year ended December 31, 2000 be included in the
Company's Annual Report on Form 10-K for the Company's fiscal year ended
December 31, 2000.
Dr. Bernard Canavan, Chairman
Dr. James Cavanaugh
Dr. Barry Price
Ronald Nordmann
RESOLUTION 9. AMENDMENT OF THE SHIRE PHARMACEUTICALS GROUP PLC 2000 EXECUTIVE
SHARE OPTION SCHEME
As explained in the Chairman's Letter, the Company has undertaken a review
of the performance conditions attaching to its long term equity incentive
arrangements in the light of its growth and the international environment in
which it operates.
As a result of this review the Company is seeking the approval of
shareholders to change the manner in which the Shire Pharmaceuticals Group plc
2000 Executive Share Option Scheme may be operated so that the Remuneration
Committee may impose performance conditions on the grant of options under the
Shire Pharmaceuticals Group plc 2000 Executive Share Option Scheme, in which
case there will be no further conditions governing the exercise of such options.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THIS
CHANGE TO THE WAY IN WHICH THE SHIRE PHARMACEUTICALS GROUP PLC 2000 EXECUTIVE
SHARE OPTION SCHEME MAY BE OPERATED.
By Order of the Board of Directors,
Angus C. Russell
SECRETARY
Dated: 27 April 2001
Your vote is important. Shareholders who do not expect to be present at the
Annual General Meeting and who wish to have their shares voted on a poll are
requested to sign and date the enclosed proxy and return it in the enclosed
envelope. No postage is required if mailed in the United States.
14
APPENDIX A
SHIRE PHARMACEUTICALS GROUP PLC
AUDIT COMMITTEE
TERMS OF REFERENCE
I. CONSTITUTION
The committee is established as a committee of the board ("Board") of Shire
Pharmaceuticals Group plc ("the Company") and shall be known as the Audit
Committee ("the Committee").
II. MEMBERSHIP
5.1. The Committee shall consist of not less than three members, each of
whom shall be appointed by the Board from amongst the non-executive
directors of the Company. Committee members will hold office subject to
continuing as a director of the Company as determined by the Board.
5.2. If any member of the Audit Committee is unable to act for any reason,
the Chairman of the Committee may appoint any other non-executive
director of the Company to act as alternate for that member.
5.3. The Board may elect a Chairman of the Committee and determine the
period for which he is to hold office. If no such Chairman shall have
been appointed, or if at any meeting the Chairman is not present within
five minutes of the time appointed for holding of the same, the members
present shall choose one of their number to act as chairman of the
meeting.
III. SECRETARY
The Company Secretary shall act as Secretary of the Committee.
IV. QUORUM
The quorum necessary for the transaction of the business of the Committee
shall be two members. A duly convened meeting of the Committee at which a quorum
is present shall be competent to exercise all or any of the authorities, powers
and discretions vested in or exercisable by the Committee.
V. FREQUENCY OF MEETINGS
5.1. Meetings shall be held not less than twice a year and shall be summoned
by the Secretary of the Committee.
5.2. In addition to the routine meetings of the Committee, any member of the
Committee, the external auditors or the Group Finance Director may at any
time request the Secretary of the Committee to summon a meeting if they
consider that one is necessary. Further, the external auditors and the
Group Financial Director may have access to the Chairman of the Committee
or any other member of the Committee as required in relation to any
matter falling within the remit of the Committee.
VI. CONDUCT OF BUSINESS
The Committee shall conduct its business as it thinks fit. Decisions of the
Committee shall be by majority decision. In the case of an equality of votes,
the Chairman of the Committee shall have a second or casting vote. Save as
otherwise required by these terms of reference or agreed by the
A-1
Committee all provisions relating to the conduct of business of the Board in the
articles of association from time to time of the Company shall equally apply to
the conduct of business of the Committee.
VII. ATTENDANCE AT MEETINGS
Subject as referred to in 8 below, the Group Finance Director, the Group
Financial Controller and representatives of the external auditors of the Company
will be entitled to and will normally be expected to attend and, if requested by
Committee members, shall attend meetings of the Committee. Other members of the
Board who are not members of the Committee shall also have the right to attend
such meetings.
VIII. ANNUAL MEETING WITH EXTERNAL AUDITORS
At least once a year the Committee shall meet with the external auditors
without any executive member of the Board in attendance.
IX. DUTIES
5.1. The duties of the Committee shall be:-
(a) to consider the appointment of the external auditors and any
questions of resignation or dismissal and to receive from the
Company's external auditors a formal written statement delineating
all relationships between the auditor and the Company and to consider
any such relationship, all in accordance with applicable laws and
regulations including, without limitation, the Listing Rules in the
United Kingdom and the NASD rules applicable to NASDAQ;
(b) to consider the audit fee and keep under review any other fees
payable to the auditors in respect of non-audit activities;
(c) to discuss with the external auditors before the audit commences the
nature and scope of the audit;
(d) to review the half-year financial statements, annual accounts and
accompanying reports to shareholders and preliminary announcement of
results and any other announcement regarding the Company's results or
other financial information to be made public, in any such case
before submission to the Board, focusing particularly on:
-- compliance with accounting standards and any changes in accounting
policies and practices
-- any important areas where judgment must be exercised
-- completeness, accuracy and fairness of disclosures
-- significant adjustments resulting from the audit
-- the going concern assumption
-- compliance with stock exchange and legal requirements
-- presentation of a balanced and understandable assessment of the
Company's position
(e) the submission of the documents referred to in (d) above to the Board
for its approval and the determination of what information in
connection with that submission should be brought to the Board's
attention;
(f) the discussion of issues and recommendations arising from the audit,
and any matters the auditors may wish to discuss (in the absence,
where requested by the Committee, of
A-2
executive members of the Board and other persons having a right to
attend meetings of the Committee but who are not members of the
Committee);
(g) review of the internal operational audit programme, consideration of
the major findings of internal operational audit reviews and
management's response, and effective coordination between the
internal and external auditors;
(h) review of any statement to be made by the Company in its Annual
Report and Accounts on internal control systems prior to endorsement
by the Board and general review of the effectiveness of internal
control systems;
(i) review of the external auditors' management letter and response;
(j) review of the effectiveness of the Company's internal control system
and of any statement on internal control to be included in the
directors' report before submission to the Board for its approval;
(k) review of the business risks faced by the Company and review of any
risk schedule on behalf of the Board at the half-year and prior to
submission to the Board at the year-end;
(l) consideration of the major findings of internal investigations and
management's response;
(m) the annual review and reassessment of the adequacy of these Terms of
Reference, the completion of which shall be certified to NASDAQ;
(n) the review and discussion of audited financial statements with
management; and
(o) consideration of other topics as notified from time to time by the
Board or as proposed by the Chairman of the Company or Group Chief
Executive.
X. AUTHORITY
5.1. The Committee is authorised to investigate any activity within its
terms of reference.
5.2. The Committee is authorised to seek any information it requires from
any employee of the Company in order to performs its duties.
5.3. In connection with the performance of its duties, the Committee is
authorised to obtain outside legal or other independent professional
advice and to secure the attendance of external professional advisers at
its meetings if it considers this necessary.
XI. MINUTES
11.1.The members of the Committee shall cause minutes to be made of all
resolutions and proceedings of the Committee including the names of all
those present and in attendance at meetings of the Committee.
11.2.The Secretary shall circulate the minutes of meetings of the committee
to all members of the Committee, to all members of the Board and to the
external auditors and other advisers of the Company where relevant.
XII. ANNUAL REPORT AND AGM
12.1.The membership of the Committee shall be listed each year in the
Company's Annual Report.
12.2.The Chairman of the Committee shall attend the Company's Annual General
Meeting to answer shareholders' questions about the work of the
Committee.
December 2000
A-3
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
SHIRE PHARMACEUTICALS GROUP PLC
- --------------------------------------------------------------------------------
PLEASE REFER TO THE REVERSE OF THIS CARD
FOR THE RESOLUTIONS TO BE VOTED AT THE MEETING.
Mark box at right if an address change or comment has been noted /_/
on the reverse of this card.
CONTROL NUMBER:
Please be sure to sign and date this Voting Instruction Card. Date _____________
- --------------------------------------------------------------------------------
___________ADR Holder sign here______________________Co-owner sign here_________
ORDINARY BUSINESS
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Resolution 1 /_/ /_/ /_/ Resolution 5 /_/ /_/ /_/
Resolution 2 /_/ /_/ /_/ Resolution 6 /_/ /_/ /_/
Resolution 3 /_/ /_/ /_/ Resolution 7 /_/ /_/ /_/
Resolution 4 /_/ /_/ /_/ Resolution 8 /_/ /_/ /_/
SPECIAL BUSINESS
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
Resolution 9 /_/ /_/ /_/
Mark box at right if you wish to give a discretionary proxy to a /_/
person designated by the Company. PLEASE NOTE: Marking
this box voids any other instructions indicated above.
DETACH CARD DETACH CARD
TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS ("ADRS")
REPRESENTING ORDINARY SHARES OF
SHIRE PHARMACEUTICALS GROUP PLC
Morgan Guaranty Trust Company of New York (the "Depositary") has received advice
that the Annual General Meeting of Shareholders (the "Meeting") of Shire
Pharmaceuticals Group plc (the "Company") will be held at the offices of West LB
Panmure Limited, 35 New Broad Street, London EC2M 1SQ, on Tuesday, June 5, 2001,
beginning at 11:00 a.m., for the purposes set forth on the reverse of this card.
If you are desirous of having the Depositary, through its Nominee or Nominees,
vote or execute a proxy to vote the Ordinary Shares represented by your ADRs for
or against the Resolutions to be proposed at the Meeting, kindly execute and
forward to Morgan Guaranty Trust Company of New York, Depositary, the attached
Voting Instruction Card. The enclosed postage paid envelope is provided for this
purpose. This Voting Instruction Card should be executed in such manner as to
show clearly whether you desire the Nominee or the Nominees of the Depositary to
vote for or against each Resolution, as the case may be. You may include
instructions to give a discretionary proxy to a person designated by the
Company. The Voting Instruction Card MUST be forwarded in sufficient time to
reach the Depositary before 3:00 p.m., New York City time, May 30, 2001. Only
the registered holders of record at the close of business April 25, 2001 will be
entitled to execute the attached Voting Instruction Card.
Morgan Guaranty Trust Company of New York, Depositary
Dated: April 30, 2001
SHIRE PHARMACEUTICALS GROUP PLC
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, DEPOSITORY
P.O. BOX 9383, BOSTON, MA 02205-9958
VOTING INSTRUCTION CARD
The undersigned, a registered holder of American Depositary Receipt(s)
representing Ordinary Shares of Shire Pharmaceuticals Group plc, of record April
25, 2001, hereby requests and authorizes Morgan Guaranty Trust Company of New
York, Depositary, through its Nominee or Nominees, to vote or execute a proxy to
vote the underlying Ordinary Shares of the Company represented by such American
Depositary Receipts registered in the name of the undersigned at the Annual
General Meeting of Shareholders of the Company to be held at the offices of West
LB Panmure Limited, 35 New Broad Street, London EC2M 1SQ on Tuesday, June 5,
2001, beginning at 11:00 a.m., or any adjournment thereof.
These instructions, when properly signed and dated, will be voted in the manner
directed herein. If you mark the box to indicate that you wish to give a
discretionary proxy to a person designated by the Company, the underlying
Ordinary Shares represented by your American Depositary Receipt(s) will be voted
by such person in his discretion. If these instructions are properly signed and
dated but no direction is made, the underlying Ordinary Shares represented by
such American Depositary Receipt(s) will be voted by the Depositary FOR all
Resolutions at the Annual General Meeting.
NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card
MUST be received before 3:00 p.m., May 30, 2001.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign this Voting Instruction Card exactly as your name(s) appear(s) on
the books of the Depositary. Joint owners should each sign personally. Trustees
and other fiduciaries should indicate the capacity in which they sign, and where
more than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his or her
title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------- -------------------------------------------
- --------------------------------- -------------------------------------------
- --------------------------------- -------------------------------------------
RESOLUTIONS
ORDINARY BUSINESS
1. To receive and consider the directors' Report and Accounts for the year
ended December 31, 2000.
2. To reappoint Arthur Anderson as Auditors and authorize the directors to
fix remuneration.
3. To re-elect Mr. Angus Russell as Director.
4. To re-elect Dr. Wilson Totten as Director.
5. To re-elect Dr. Bernard Canavan as Director.
6. Conditional on completion of the Company's merger with BioChem Pharma
Inc., to elect Dr. Francesco Bellini as Director.
7. Conditional on completion of the Company's merger with BioChem Pharma
Inc., to elect the Hon. James Andrews Grant as Director.
8. Conditional on completion of the Company's merger with BioChem Pharma
Inc., to elect Mr. Gerard Veilleux as Director.
SPECIAL BUSINESS
9. To permit the grant of options under the Shire Pharmaceuticals Group plc
2000 Executive Share Option Scheme subject to satisfaction of performance
conditions prior to grant.
[SHIRE LOGO]
Registered No. 2883758
ANNUAL GENERAL MEETING 2001
Notice of meeting and letter from the Chairman
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE YOU ARE RECOMMENDED TO SEEK YOUR
OWN FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT
OR OTHER PROFESSIONAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES ACT
1986, IF YOU ARE IN THE UK, OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT
FINANCIAL ADVISER.
IF YOU HAVE SOLD OR TRANSFERRED ALL YOUR ORDINARY SHARES IN SHIRE
PHARMACEUTICALS GROUP PLC, PLEASE SEND THIS DOCUMENT AND THE ACCOMPANYING PROXY
CARD TO THE PURCHASER OR TRANSFEREE OR OTHER AGENT THROUGH WHOM THE SALE OR
TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.
ALL ENQUIRIES CONCERNING THIS DOCUMENT SHOULD BE ADDRESSED TO THE COMPANY
SECRETARY, SHIRE PHARMACEUTICALS GROUP PLC, HAMPSHIRE INTERNATIONAL BUSINESS
PARK, CHINEHAM, BASINGSTOKE, HAMPSHIRE RG24 8EP.
LETTER FROM THE CHAIRMAN OF SHIRE PHARMACEUTICALS GROUP PLC
REGISTERED OFFICE
Hampshire International Business Park
Chineham
Basingstoke
Hampshire
RG24 8EP
27 APRIL 2001
TO THE HOLDERS OF ORDINARY SHARES AND, FOR INFORMATION ONLY, TO PARTICIPANTS IN
THE SHIRE EMPLOYEE SHARE SCHEMES.
Dear Shareholder
NOTICE OF ANNUAL GENERAL MEETING
You will find the notice of the Annual General Meeting (the "AGM"), to be held
on 5 June 2001, with this letter together with an explanation of the resolutions
to be proposed at the AGM and a form of proxy. Shire Pharmaceuticals Group plc
(the "Company") is subject to additional US Securities and Exchange Commission
("SEC") rules which have meant that the Company is obliged to file a proxy
statement with the SEC. A copy of the statement is also enclosed with this
letter.
In addition to the business which is conducted at the AGM every year, for
example, the approval of accounts and the appointment of directors, this year
there is further special business which is detailed in the attached notice of
AGM.
The Company proposes to change the manner in which its existing equity incentive
arrangements can operate; in particular the Company is seeking your approval to
change the way in which it can operate the Shire Pharmaceuticals Group plc 2000
Executive Share Option Scheme (the "Executive Scheme") in respect of future
grants. The Company also proposes to amend the performance conditions applying
to the Shire Pharmaceuticals Group plc Long Term Incentive Plan (the "Long Term
Incentive Plan") in respect of future awards and is taking this opportunity to
advise you of the changes.
OVERVIEW
The Company introduced the Executive Scheme and the Long Term Incentive Plan in
order to link participants' remuneration to the Company's performance and
remains committed to maintaining a culture of employee share ownership as an
essential component of its global reward strategy. Since the introduction of
these plans, the size of the Company and the environment in which it operates
have continued to change substantially. In particular, the following
developments have led the Remuneration Committee to review the Company's long
term incentive arrangements and the performance conditions attached to the
Executive Scheme and the Long Term Incentive Plan:
o the North American focus of the business has increased further so that in the
financial year ended 31 December 2000 roughly 63% of our employees were based in
North America and 83% of our revenues were derived from North American markets;
o the globalisation and consolidation of the pharmaceuticals sector;
o the increasingly competitive and global market for talented people; and
o the Company's recent significant growth (leading to its inclusion in the
FTSE 100 index).
The Company believes that it will be difficult to compete for the talented
people it needs in order to continue delivering increased shareholder value
unless its long term incentive arrangements reflect practice in the markets in
which it operates.
The Company therefore considers that the manner in which performance conditions
are imposed on options granted under the Executive Scheme and the performance
conditions currently applied to awards made under the Long Term Incentive Plan
no longer meet the needs of the business. The proposals outlined below address
these issues and will enable the Company to tailor appropriate
performance-related long term remuneration for its employees. As a part of this
review, the Remuneration Committee has taken specialist advice from independent
consultants.
EXECUTIVE SCHEME
In the international markets in which the Company operates, share options
continue to be the most widely understood and operated form of long term
incentive arrangements. Share options are also an integral part of the Company's
reward strategy throughout the business in line with global market practice. The
Remuneration Committee believes that all options granted under the Executive
Scheme should continue to be subject to stretching performance targets.
The Company operates in a truly international environment and must take account
of North American practice when it seeks to recruit, retain and motivate its
employees and, in particular, its senior executives. Therefore, it is proposed
that, in respect of future grants of options, the Remuneration Committee will be
able to determine whether it is most appropriate to make the grant of options
based on the prior performance of the Company together with the performance of
the individual (in which case no additional conditions will govern their
exercise); or for the exercise of options to be based on the meeting of
performance targets prior to exercise. Under normal circumstances, options will
continue to be exercisable only after the third anniversary of the date of
grant.
Performance conditions to be applied to the grant of such options will be
determined by the Remuneration Committee prior to their grant. In making such a
determination, the Remuneration Committee will have regard to the guidance
issued from time to time by the bodies representing institutional shareholders.
They will seek to identify factors which represent a fair measure of overall
corporate performance such as share price growth, total shareholder return and
earnings per share.
The Remuneration Committee proposes that the performance condition determining
the next grant of such options will be tested over a three year measurement
period prior to their grant. The measure will be consistent with that currently
governing the exercise of options granted under the Executive Scheme: namely,
that growth in the Company's share price over a three year measurement period
must exceed 50% in order for 60% of options to vest and must exceed 75% for full
vesting.
LONG TERM INCENTIVE PLAN
The Long Term Incentive Plan will continue to be used to incentivise executive
directors and the most senior managers within the Company. The Remuneration
Committee will set appropriate performance conditions each time awards are made
under the Long Term Incentive Plan. The extent to which awards under the Long
Term Incentive Plan will vest will continue to be subject to the Company's
performance over a three year performance period.
It is intended that the performance conditions to be applied to the vesting of
the next award granted will be based on the total shareholder return of the
Company relative to the constituents of the FTSE 100 index, which is a more
appropriate comparator group now that the Company has gained entry into this
index. Awards will vest on a sliding scale so that an award will only vest in
full if the Company has delivered superior performance to shareholders and its
total shareholder return over the performance period is such as to rank it in
the top 10% of FTSE 100 companies. If the Company is not ranked in the top 50%
the award will not vest at all.
As is currently the case, if and to the extent that performance conditions are
met over the three year performance period, awards will continue to be deferred
for an additional 12 months.
DILUTION LIMITS
The existing dilution limits in the Executive Scheme and the Long Term Incentive
Plan will remain.
SHAREHOLDING POLICY
The Remuneration Committee is proposing to introduce a shareholding policy which
would require executive directors to build up a meaningful shareholding in the
Company over time. The Remuneration Committee will encourage executive directors
to retain a proportion of shares in the Company following exercise of options
and realisation of awards under the Long Term Incentive Plan. It is proposed
that the target for executive directors be to hold shares with a value
equivalent to their annual salary and that this target be achieved over the next
three to five years.
2
FURTHER INFORMATION
SUBSTANTIAL SHAREHOLDINGS
As at 24 April 2001 the Company had been notified, in accordance with Sections
198 to 208 of the Companies Act 1985, of the following substantial interests in
its issued share capital:
Number of
Notes ordinary shares Percentage
- --------------------------------------------------------------------------------
The Capital Group Companies, Inc. (i) 10,762,647 4.17
HealthCare Ventures LLC (ii) 8,690,090 3.37
Putnam Investment Management, LLC &
The Putnam Advisory Company, Inc. 17,732,370 6.87
- --------------------------------------------------------------------------------
NOTES
i) The Capital Group Companies, Inc. interest includes 1,779,600 ordinary
shares registered to Capital International Limited, 263,713 ordinary
shares registered to Capital International S.A., 3,700 ordinary shares
registered to Capital International, Inc. and 8,715,634 ordinary shares
registered to Capital Research and Management Company.
ii) The HealthCare Ventures LLC interests include 5,508,032 ordinary shares
registered to HealthCare Ventures IV and 1,564,530 ordinary shares
registered to HealthCare Ventures V.
In addition to the above, the Company has been notified that as at 24 April 2001
Guaranty Nominees Limited held 26,748,792 ordinary shares which underlie
American Depositary Shares of the Company ("ADSs") (representing 10.4% of the
total share capital of the Company) in its capacity as the depositary of the
Company's ADS facility. Each ADS equates to three of the Company's ordinary
shares of 5 pence each.
On completion of the merger with BioChem Pharma Inc. ("BioChem Pharma") (based
on the issued share capital of BioChem Pharma on 24 April 2001 and assuming no
exercise of options outstanding under the Company's employee share plans, no
exercise of options or rights in respect of BioChem Pharma shares and an average
last reported sale price of the Company's ADSs on the Nasdaq National Market for
the 15 consecutive trading days ending on the third trading day immediately
preceding the closing of the merger (an "Average Shire ADS Price") of $46.51
(the closing price of an ADS on 17 April 2001) and assuming all existing BioChem
Pharma shareholders exchange their BioChem Pharma shares for new ordinary shares
of the Company pursuant to the terms of the merger), the following are expected
to have substantial interests in the Company's issued share capital (based on
the interests in the Company shown above and assuming no other changes in their
interests between 24 April 2001 and the closing of the merger with BioChem
Pharma):
Number of
ordinary shares Percentage
- --------------------------------------------------------------------------------
Putnam Investment Management, LLC
& The Putnam Advisory Company, Inc. 17,732,370 3.57
La Caisse des Depots 16,869,390 3.39
- --------------------------------------------------------------------------------
DIRECTORS' SHAREHOLDINGS*
The directors who held office at 31 December 2000, and the directors who will
hold office following completion of the Company's merger with BioChem Pharma,
had, or will (assuming no changes in their interests between 24 April 2001 and
the closing of the merger with BioChem Pharma) have following the closing of the
merger with BioChem Pharma, interests in the share capital of the Company as
follows:
Number of ordinary shares
------------------------------------------------------------
Following the
merger with 31 December 31 December
Name Notes BioChem Pharma 24 APRIL 2001 2000 1999
- ---------------------------------------------------------------------------------------
Dr J H Cavanaugh (i) 8,806,368 8,806,368 8,806,368 12,244,810
R Stahel 13,827 13,827 13,827 13,827
A C Russell -- -- -- --
Dr J W Totten -- -- -- --
Dr B J Price 31,350 31,350 31,350 31,350
Dr B Canavan (ii) 28,869 3,000 3,000 --
Dr Z P Horovitz (iii) 3,128 3,128 3,128 3,128
R M Nordmann (iv) 46,968 46,968 46,968 3,128
J E Smith 125,120 125,120 125,120 125,120
J T Spitznagel (v) 57,624 57,624 57,624 57,624
Dr F Bellini (vi) 13,758,451
The Hon J A Grant (vi) 245,282
G Veilleux (vi) 34,099
- ---------------------------------------------------------------------------------------
*All interests are beneficial unless otherwise stated.
3
NOTES
i) Dr Cavanaugh is the President of HealthCare Ventures LLC, which is the
management company for a number of limited partnerships which have
interests in 8,690,090 ordinary shares. Dr Cavanaugh is also a general
partner in these partnerships which acquired their ordinary shares
following the acquisition of Pharmavene, Inc. in March 1997. On 14
September 2000 Healthcare Ventures II, L.P. distributed 2,904,890 of its
ordinary shares to unrelated third parties, being the beneficial owners of
such shares, and 649,830 ordinary shares to HealthCare Partners II, L.P.
On 15 September 2000 HealthCare Partners II, L.P. distributed 533,552
ordinary shares to unrelated third parties, being the beneficial owners of
such shares, and 116,278 ordinary shares to Dr Cavanaugh personally as
beneficial owner.
ii) On 10 March 2000 Dr Canavan purchased 1,000 ADSs, the equivalent of 3,000
ordinary shares, for $65.56 per ADS. Dr Canavan is also interested in
11,000 BioChem Pharma shares. Based on an Average Shire ADS Price of
$46.51 (being the closing price of an ADS on 17 April 2001), Dr Canavan's
shares would be exchanged at a rate of 2.3517 new ordinary shares for each
existing BioChem Pharma share. Dr Canavan can also expect to receive
payment of approximately $58,000 in respect of his ownership of BioChem
Pharma's deferred share units.
iii) On 8 March 2000 Dr Horovitz exercised 31,280 share options under the
Roberts Stock Option Plan at $3.68 per ordinary share and on the same day
exercised a further 31,280 share options at $3.64 per ordinary share. On 9
March 2000 all of the 62,560 resulting ordinary shares were sold realising
gross proceeds of (pound)743,213.
iv) On 9 and 10 March 2000 Mr Nordmann exercised 93,840 share options under
the Roberts Stock Option Plan at $6.02 per ordinary share. On 9 March 2000
Mr Nordmann sold 50,000 ordinary shares realising gross proceeds of
$956,250.
v) On 17 March 2000 Mr Spitznagel exercised 600,000 share options under the
Roberts Stock Option Plan at a total exercise price of $2,677,616. On 24
March 2000 Mr Spitznagel exercised a further 334,809 share options under
the Roberts Stock Option Plan for a total exercise price of $1,890,013.
During March 2000 Mr Spitznagel sold 934,809 ordinary shares realising
gross proceeds of $17,073,856. On 19 April 2000 Mr Spitznagel notified the
Company of a miscalculation of his shareholding in the Company which the
Company was informed was 57,624 rather than 75,503 ordinary shares as
previously notified. On 31 October 2000 Mr Spitznagel exercised 255,490
share options under the Roberts Stock Option Plan at a total exercise
price of $528,632 and 177,290 share options under the Roberts Stock Option
Plan at a total exercise price of $1,067,285.5 and on 31 October 2000 sold
255,490 ordinary shares realising gross proceeds of $4,400,423. On 19
December 2000 Mr Spitznagel exercised 100,000 share options under the
Roberts Stock Option Plan at a total exercise price of $602,000. On 19
December 2000 Mr Spitznagel sold 100,000 ordinary shares realising gross
proceeds of $1,425,000.
vi) Dr Bellini, Mr Grant and Mr Veilleux have been appointed as directors of
the Company conditional on completion of the Company's merger with BioChem
Pharma. The figures for their interests assume that, based on an Average
Shire ADS Price of $46.51 (being the closing price of an ADS on 17 April
2001) and assuming each of them elects for new ordinary shares, their
shares would be exchanged at a rate of 2.3517 new ordinary shares for each
existing BioChem Pharma share they hold, and also assume that all their
options would be exercised.
Copies of the rules of the Executive Scheme and the Long Term Incentive Plan are
available for inspection from the date hereof during normal business hours on
any week day at the Company's registered office at Hampshire International
Business Park, Chineham, Basingstoke, Hampshire RG24 8EP, and at the offices of
Arthur Andersen, 20 Old Bailey, London EC2M 7AN.
Copies will remain available up to and including the date of the AGM (or any
adjourned meeting) and will also be available for inspection at the offices of
West LB Panmure, 35 New Broad Street, London EC2M 1SQ, for at least 15 minutes
prior to and during the AGM.
RECOMMENDATION
The directors have considered Resolutions 1 to 9 which deal with, inter alia,
the proposals relating to the Executive Scheme to be put to shareholders and
believe they are in the best interests of shareholders as a whole and
accordingly recommend that shareholders vote in favour of them at the AGM as
they intend to do in respect of their aggregate beneficial holdings of 9,087,385
ordinary shares, representing approximately 3.5% of the issued share capital of
the Company.
Yours faithfully
/s/ Dr James H Cavanaugh
- ------------------------
DR JAMES H CAVANAUGH
Chairman
4
SHIRE PHARMACEUTICALS GROUP PLC
(REGISTERED IN ENGLAND AND WALES WITH REGISTERED NUMBER 2883758)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Shire Pharmaceuticals
Group plc will be held at the offices of West LB Panmure Limited at 35 New Broad
Street, London EC2M 1SQ on 5 June 2001 at 11.00am for the purposes of
considering and, if thought fit, passing the following resolutions, which will
be proposed as ordinary resolutions:
ORDINARY BUSINESS
1 To receive and consider the directors' Report and Accounts for the year
ended 31 December 2000.
2 To re-appoint Arthur Andersen as Auditors and authorise the directors to
fix their remuneration.
3 To re-elect Mr Angus Russell as Director.
4 To re-elect Dr Wilson Totten as Director.
5 To re-elect Dr Bernard Canavan as Director.
6 Conditional on completion of the Company's merger with BioChem Pharma
Inc., to elect Dr Francesco Bellini as Director.
7 Conditional on completion of the Company's merger with BioChem Pharma
Inc., to elect the Hon James Andrews Grant as Director.
8 Conditional on completion of the Company's merger with BioChem Pharma
Inc., to elect Mr Gerard Veilleux as Director.
SPECIAL BUSINESS
9 That options may be granted under the Shire Pharmaceuticals Group plc 2000
Executive Share Option Scheme subject to satisfaction of performance
conditions prior to and not subsequent to grant as more particularly
described in the Chairman's letter to shareholders dated 27 April 2001.
By Order of the Board
ANGUS C RUSSELL
Secretary
27 April 2001
Registered office
Hampshire International Business Park
Chineham
Basingstoke
Hampshire
RG24 8EP
5
NOTES
1 A member entitled to attend and vote may appoint one or more proxies to
attend and, on a poll, vote instead of him/her. A proxy need not also be a
member. The appointment of a proxy will not preclude a member of the
Company from attending and voting in person at the meeting if he or she so
desires.
2 A form of proxy is enclosed for holders of ordinary shares in the Company.
To be valid the form of proxy (and the power of attorney or other
authority, if any, under which it is signed or a notarially certified copy
of such authority) must reach the Registrar, Lloyds TSB Registrars, The
Causeway, Worthing, West Sussex BN99 6ZL not later than 11.00am on 3 June
2001 (or 48 hours before any adjournment of the meeting). A separate
instruction card for holders of American Depositary Receipts of the
Company to give instructions to the depositary for the American Depositary
Receipts is being provided to such holders.
3 The Company, pursuant to Regulation 34 of the Uncertificated Securities
Regulations 1995, specifies that only those shareholders registered in the
register of members of the Company as at 6.00pm on 3 June 2001 (or, in the
case of adjournment, as at 6.00pm on the date two days preceding the date
of the adjourned meeting) shall be entitled to attend and vote at the
meeting in respect of the number of shares registered in their name at
that time. Changes to entries on the register after such time will be
disregarded in determining the right of any person to attend and/or vote
at the meeting.
4 There will be available for inspection at the Company's registered office
at Hampshire International Business Park, Chineham, Basingstoke, Hampshire
RG24 8EP during normal business hours on any week day (excluding
Saturdays, Sundays and public holidays) from the date of this notice until
the date of the Annual General Meeting and at the meeting from 10.45am
until the close of the meeting:
- copies of the service contracts of the directors with the Company;
- the register of directors' share interests;
- copies of the existing Articles of Association;
- the rules of the Shire Pharmaceuticals Group plc 2000 Executive
Share Option Scheme; and
- the rules of the Shire Pharmaceuticals Group plc Long Term Incentive
Plan.
EXPLANATION OF RESOLUTIONS
Resolutions 1 to 8 represent the business of the Company which is commonly
transacted at Annual General Meetings. Resolution 9 relates to the Shire
Pharmaceuticals Group plc 2000 Executive Share Option Scheme (the "Executive
Scheme"). Resolutions 1 to 9 will all be proposed as ordinary resolutions.
RESOLUTION 1: ANNUAL REPORT
This resolution receives the Company's Annual Report and Accounts for the year
ended 31 December 2000.
RESOLUTION 2: REAPPOINTMENT OF AUDITORS
The approval of shareholders is sought for the reappointment of Arthur Andersen
as the Company's auditors for the next financial year and to provide the Board
with authority to determine their remuneration.
RESOLUTIONS 3 TO 8: ELECTION AND RE-ELECTION OF DIRECTORS
The Company currently has ten directors.
The Articles of Association of the Company provide that one-third of the
directors who are subject to retirement by rotation, or if their number is not
three or a multiple of three, then the number nearest to but not exceeding
one-third shall retire at the meeting. The directors to retire by rotation at
the meeting include, so far as necessary to obtain the number required,
first, a director who wishes to retire and not offer himself for
reappointment, and, second, those directors who have been longest in office
since their last appointment or reappointment.
The Articles of Association of the Company also allow the Board of Directors of
the Company to appoint a person who is willing to act as a director. A director
appointed in this way may, however, hold office only until the dissolution of
the next Annual General Meeting after his/her appointment unless he/she is
reappointed during the meeting.
In accordance with the Articles of Association, Mr Angus Russell, Dr Wilson
Totten and Dr Bernard Canavan retire by rotation and offer themselves for
re-election. Dr Francesco Bellini, the Hon James Andrews Grant and Mr GErard
Veilleux, who have been appointed non-executive directors conditional on
completion of the merger with BioChem Pharma, will also offer themselves for
election, assuming that the Company's merger with BioChem Pharma Inc. ("BioChem
Pharma") has been completed by the Annual General Meeting. The biographical
details of these directors are set out below.
6
RESOLUTION 9
As explained in the Chairman's letter, the Company has undertaken a review of
the performance conditions attaching to its long term equity incentive
arrangements in the light of its growth and the international environment in
which it operates.
As a result of this review the Company is seeking the approval of shareholders
to change the manner in which the Executive Scheme may be operated so that the
Remuneration Committee may impose performance conditions on the grant of options
under the Executive Scheme, in which case there will be no further conditions
governing the exercise of such options.
BIOGRAPHICAL DETAILS OF DIRECTORS STANDING FOR ELECTION AND RE-ELECTION
The following information sets forth the name and age of each nominee, all other
positions or offices, if any, now held by him with the Company and his principal
occupation during the past five years.
Angus Russell, 44, joined the Company in December 1999 as Group Finance
Director. Previously he worked for Zeneca Group PLC as Group Treasurer from 1995
until April 1999 and as Vice President of Corporate Finance of AstraZeneca PLC
from April 1999 to December 1999. Mr Russell is a chartered accountant, having
qualified with Coopers & Lybrand, and is a member of the Association of
Corporate Treasurers.
Dr Wilson Totten, 45, joined the Company as Group R&D Director in January 1998
and joined the Board in January 1999. Dr Totten is a medical doctor. His last
position was Vice President of Clinical Research & Development with Astra
Charnwood, where he served from 1995 to 1997.
Dr Bernard Canavan, 65, joined the Board as a non-executive director in March
1999. Dr Canavan is a medical doctor. He was employed by American Home Products
for over 25 years until he retired in January 1994. He was President of that
corporation from 1990 to 1994. Dr Canavan is chairman of the Audit Committee.
Dr Francesco Bellini, 53, was a co-founder of BioChem Pharma in 1986 and has
served as its President and Chief Executive Officer since September 1986 and as
Chairman of the Board since May 2000. Dr Bellini is a director of Molson Inc.,
Industrial Alliance Life Insurance Co. and Fonds de Recherche de l'Institut de
Cardiologie de Montreal.
The Hon James Andrews Grant, 63, has been a director of BioChem Pharma since
1986. He is a partner with the law firm Stikeman Elliot in Montreal and has been
with that firm since 1962. He is a director of United Dominion Industries
Limited, CAE Industries Limited and Canadian Imperial Bank of Commerce.
Mr Gerard Veilleux, 58, has been a director of BioChem Pharma since 1999. He has
been President of Power Communications Inc. and Vice President of Power
Corporation of Canada, a diversified management and holding company, since June
1994. Mr Veilleux is additionally a member of the Board of Governors of McGill
University.
7
FORM OF PROXY
I/We, being a member/members of SHIRE PHARMACEUTICALS GROUP PLC, HEREBY APPOINT
the Chairman of the meeting or ________________________________ as my/our proxy
and on a poll to vote for me/us and on my/our behalf at the Annual General
Meeting of the Company to be held on 5 June 2001 at 11.00am, and at any
adjournment thereof.
RESOLUTIONS
ORDINARY BUSINESS For Against Abstain
1 To receive and consider the directors' Report
and Accounts for the year ended 31 December 2000. / / / / / /
2 To reappoint Arthur Andersen as Auditors and
authorise the directors to fix their remuneration. / / / / / /
3 To re-elect Mr Angus Russell as Director. / / / / / /
4 To re-elect Dr Wilson Totten as Director. / / / / / /
5 To re-elect Dr Bernard Canavan as Director. / / / / / /
6 Conditional on completion of the Company's
merger with BioChem Pharma Inc., to elect Dr
Francesco Bellini as Director. / / / / / /
7 Conditional on completion of the Company's
merger with BioChem Pharma Inc., to elect the
Hon James Andrews Grant as Director. / / / / / /
8 Conditional on completion of the Company's
merger with BioChem Pharma Inc., to elect Mr
Gerard Veilleux as Director. / / / / / /
SPECIAL BUSINESS
9 To permit the grant of options under the Shire
Pharmaceuticals Group plc 2000 Executive Share
Option Scheme subject to satisfaction of
performance conditions prior to grant. / / / / / /
Signed this __________________ day of _____________________________________ 2001
Signature(s)____________________________________________________________________
Name(s) in full_________________________________________________________________
Address_________________________________________________________________________
Postcode________________________________________________________________________
NOTES
1 Please indicate by placing a single "X" in the appropriate space how you
wish your votes to be cast in respect of each of the resolutions referred
to above. If this form is duly signed and returned, but without any
specific direction as to how you wish your votes to be cast, your proxy
may vote or abstain, at his/her discretion. On any other business
(including a motion to adjourn the meeting or to amend any of the
resolutions) the proxy may vote at his/her discretion.
2 In the case of joint shareholders, the vote of the first named in the
register of members of the Company who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other
joint holders.
3 This form must be executed by the shareholder(s) or their attorney duly
authorised in writing. In the case of a shareholder which is a corporate
body, this form must be executed either under its common seal, by the
signatures of a director and its secretary or of two directors or under
the hand of an officer or attorney duly authorised in writing on its
behalf.
4 Pursuant to Regulation 34 of the Uncertificated Securities Regulations
1995, the time by which a person must be entered on the register of
members of the Company in order to have the right to attend or vote at the
Annual General Meeting is 6.00pm on 3 June 2001. If the Annual General
Meeting is adjourned, the time by which a person must be entered on the
register of members of the Company in order to have the right to attend or
vote at the adjourned meeting is 6.00pm on the date two days preceding the
date fixed for the adjourned meeting. Changes to entries on the register
of members of the Company after 6.00pm on 3 June 2001 will be disregarded
in determining the rights of any person to attend or vote at the meeting.
5 To be valid, this form must be completed, signed and deposited at, or
returned by post to, the office of the Company's registrars, Lloyds TSB
Registrars, The Causeway, Worthing, West Sussex BN99 6ZL, England, United
Kingdom not less than 48 hours before the time appointed for the meeting.
Please note that shareholders returning this
form of proxy by post from outside the United
Kingdom should affix a stamp. [SHIRE LOGO]